EXHIBIT 2.4
MARTIN M. KOFFEL VOTING AGREEMENT
THIS VOTING AGREEMENT (this "AGREEMENT"), dated as of July 16, 2002, is
entered into by and between URS CORPORATION, a Delaware corporation ("PARENT")
and Martin M. Koffel (the "PARENT STOCKHOLDER"). Capitalized terms used but not
defined herein have the meanings specified for such terms in the Merger
Agreement (defined below).
RECITALS
WHEREAS, on July 16, 2002, Parent, URS Holdings, Inc., a Delaware
corporation and wholly owned subsidiary of Parent ("MERGER SUB 1"), URS-LSS
Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Parent
("MERGER SUB 2"), Carlyle-EG&G Holdings Corp., a Delaware corporation ("EG&G")
and Lear Siegler Services, Inc., a Delaware corporation ("LEAR"), entered into
an Agreement and Plan of Merger (the "MERGER AGREEMENT"), pursuant to which EG&G
will be merged with and into Merger Sub 1, and Lear will be merged with and into
Merger Sub 2 (the "MERGER"), with each of Merger Sub 1 and Merger Sub 2 as a
surviving corporation;
WHEREAS, subject to Parent obtaining the approval of its stockholders,
shares of Parent's Series D Convertible Participating Preferred Stock, par value
$.01 per share ("BRIDGE PREFERRED STOCK"), will automatically convert into
shares of Parent Common Stock; and
WHEREAS, in connection with the Merger Agreement, the Parent Stockholder
is willing to enter into this Agreement;
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:
ARTICLE 1
AGREEMENT TO VOTE SHARES
SECTION 1.1 AGREEMENT TO VOTE. Parent Stockholder hereby agrees that
during the time this Agreement is in effect, at any meeting of the stockholders
of Parent, however called, and in any action by consent of the stockholders of
Parent, he will vote or cause to be voted: (i) all of the shares of Parent
Common Stock set forth opposite his name on Schedule I hereto and (ii) any and
all shares of Parent Common Stock acquired by him on or after the date hereof,
subject to the termination of this Agreement pursuant to Section 5.1 hereof, to
approve the issuance of Parent Common Stock upon conversion of the Bridge
Preferred Stock.
SECTION 1.2 ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
In the event of any change in the shares of Parent Common Stock, by
reason of any stock dividends, splits, mergers, recapitalizations or other
changes in the corporate or capital structure of Parent, the number and kind of
shares of Parent Common Stock subject to this Agreement shall be appropriately
adjusted.
1.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
OF PARENT STOCKHOLDER
Parent Stockholder hereby represents and warrants to Parent as follows:
SECTION 2.1 TITLE TO PARENT COMMON STOCK. As of the date hereof, Parent
STOCKHOLDER is the record and beneficial owner of the number of shares of Parent
Common Stock set forth opposite his name on SCHEDULE I hereto, and such shares
of Parent Common Stock are all of the Parent Common Stock owned, either of
record or beneficially, by him. Such shares of Parent Common Stock are owned
free and clear of all security interests, liens, claims, pledges, options,
rights of first refusal, agreements, limitations on voting rights, charges or
other encumbrances of any nature whatsoever other than pursuant to this
Agreement, except as disclosed to Parent prior to the execution and delivery of
this Agreement. Parent Stockholder has not appointed or granted any proxy, which
appointment or grant is still in effect, with respect to such shares of Parent
Common Stock.
SECTION 2.2 AUTHORITY RELATIVE TO THIS AGREEMENT.
Parent Stockholder has all requisite power and authority to execute and
deliver this Agreement, to perform his obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by Parent Stockholder and the consummation of the transactions
contemplated hereby have been duly and validly authorized by applicable actions
on the part of Parent Stockholder necessary to authorize this Agreement or to
consummate such transactions. This Agreement has been duly and validly executed
and delivered by Parent Stockholder and constitutes a legal, valid and binding
obligation of Parent Stockholder, enforceable against him in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).
SECTION 2.3 NO CONFLICT.
(a) Neither the execution and delivery of this Agreement nor the
consummation by Parent Stockholder of the transactions contemplated hereby will
(i) conflict with or violate any law, rule, regulation, order, judgment or
decree applicable to Parent Stockholder, or by which the shares of Parent Common
Stock held by Parent Stockholder are bound or affected or (ii) conflict with, or
constitute a violation of, or constitute a default under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of a lien or encumbrance on any of the shares of Parent Common
Stock held by Parent Stockholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which Parent Stockholder is a party
2.
or by which Parent Stockholder or the shares of Parent Common Stock held by
Parent Stockholder are bound or affected, except for any such conflicts,
violations, breaches, defaults or other occurrences that would not prevent or
delay the performance by Parent Stockholder of his obligations under this
Agreement.
(b) The execution and delivery of this Agreement by Parent
Stockholder does not, and the performance of this Agreement by Parent
Stockholder will not, require any consent, approval, authorization or permit of,
or filing with or notification to, any governmental or regulatory authority,
except where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications would not prevent or delay the
performance by Parent Stockholder of his obligations under this Agreement.
ARTICLE 3
COVENANTS OF THE PARENT STOCKHOLDER
SECTION 3.1 NO INCONSISTENT AGREEMENTS.
Parent Stockholder hereby covenants and agrees that, except as
contemplated by this Agreement or the Merger Agreement, Parent Stockholder shall
not enter into any voting agreement or grant a proxy or power of attorney with
respect to his shares of Parent Common Stock that is inconsistent with this
Agreement.
SECTION 3.2 TRANSFER OF TITLE.
Parent Stockholder hereby covenants and agrees that, so long as this
Agreement is in effect, Parent Stockholder will not transfer or cause to be
transferred record or beneficial ownership of any of the shares of Parent Common
Stock owned by him, unless the transferee agrees in writing (which written
agreement must be in form reasonably acceptable to Parent) to be bound by the
terms and conditions of this Agreement. The preceding sentence shall not apply
to any disposition of Parent Common Stock by Parent Stockholder in accordance
with Rule 144 pursuant to the Securities Act of 1933, as such rule may be
amended from time to time, or any successor rule or regulation.
3.
ARTICLE 4
COVENANTS OF PARENT
SECTION 4.1 OTHER AGREEMENTS. Parent hereby covenants that it shall not
amend, waive, forgive performance of or terminate any agreement it now has or
hereafter enters into obligating one or more of its stockholders to vote, or
pursuant to which one or more of its stockholders agrees to vote, in favor of
the Merger, the Merger Agreement (as it may be amended from time to time), the
transactions contemplated by the Merger Agreement and the issuance of Parent
Common Stock upon conversion of the Bridge Preferred Stock and that it shall
enforce any rights it has pursuant to any such agreement.
ARTICLE 5
TERMINATION
SECTION 5.1 TERMINATION.
This Agreement shall terminate automatically upon the earlier of (a) the
later to occur of (x) the Effective Time and (y) the date on which Parent
obtains the Parent Stockholder Approval and (b) the valid termination of the
Merger Agreement for any reason other than the failure to receive the approval
of the Merger Agreement by the stockholders of EG&G or Lear.
SECTION 5.2 EFFECT OF TERMINATION.
In the event of the termination of this Agreement pursuant to Section
5.1 hereof, this Agreement shall forthwith become void and have no effect,
without liability on the part of any party hereto or its trustees, partners,
beneficiaries, directors, officers, stockholders or affiliates.
ARTICLE 6
MISCELLANEOUS
SECTION 6.1 NOTICES.
All notices, requests, claims, demands and other communications under
this Agreement shall be in writing and shall be deemed given if delivered
personally, telecopied (which is confirmed) or sent by overnight courier
(providing proof of delivery) to the parties at the following addresses (or at
such other address for a party as shall be specified by like notice):
If to Parent, to:
URS CORPORATION
100 California Street, Suite 500
San Francisco, CA 94111
Attention: Kent P. Ainsworth
Telecopy No.: (415) 398-2621
4.
with copies to:
COOLEY GODWARD LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111-3580
Attention: Samuel M. Livermore
Telecopy No. (415) 951-3699
If to Parent Stockholder, to:
URS CORPORATION
100 California Street, Suite 500
San Francisco, CA 94111
Attention: Kent P. Ainsworth
Telecopy No.: (415) 398-2621
with copies to:
COOLEY GODWARD LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111-3580
Attention: Samuel M. Livermore
Telecopy No. (415) 951-3699
Any party from time to time may change its address for the purposes of notices
hereunder by giving written notice to the other parties hereto of such new
address.
SECTION 6.2 ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof and replaces and supersedes all prior
agreements or understandings, both written and oral, among the parties hereto,
or among the parties hereto and other parties, relating to the voting of shares
of Parent or any other entity with respect to any of the transactions
contemplated by the Merger Agreement.
SECTION 6.3 STOCKHOLDER CAPACITY.
Parent Stockholder signs solely in his capacity as the record holder and
beneficial owner of such shares of Parent Common Stock.
SECTION 6.4 SPECIFIC PERFORMANCE.
The parties agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in any court of the United States located in the State of
Delaware or in a Delaware state court, this being in addition to any other
remedy to which they are entitled at law or in equity. In addition, each of the
parties hereto: (a) consents to submit such party to the
5.
personal jurisdiction of any federal court in the event any dispute arises out
of this Agreement or any of the transactions contemplated hereby; (b) agrees
that such party will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court; (c) agrees that such
party will not bring any action relating to this Agreement or the transactions
contemplated hereby in any court other than a federal court sitting in the state
of Delaware or a Delaware state court; and (d) waives any right to trial by jury
with respect to any claim or proceeding related to or arising out of this
Agreement or any of the transactions contemplated hereby.
SECTION 6.5 SEVERABILITY.
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect and shall not in any way be affected or impaired thereby so
long as the economic or legal substance of this Agreement is not affected in any
manner materially adverse to any party.
SECTION 6.6 AMENDMENT.
This Agreement may be amended only by a written instrument signed by
each of the parties hereto.
SECTION 6.7 ASSIGNMENT.
Except as required by operation of law, this Agreement shall not be
assignable by the parties hereto without the prior written consent of each of
the other parties. This Agreement will be binding upon, inure to the benefit of
and be enforceable by the parties and their respective successors and permitted
assigns.
SECTION 6.8 GOVERNING LAW.
This Agreement shall be governed by the laws of the State of Delaware
without giving effect to the principles of conflicts of laws thereof.
6.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, in two or more counterparts, each of which shall be deemed to be
an original and all of which collectively shall be deemed to be one and the same
instrument, as of the date first written above.
PARENT URS CORPORATION
By: /s/ Kent P. Ainsworth
-----------------------------------------
Kent P. Ainsworth, Executive Vice
President, Chief Financial Officer and
Secretary
Voting Agreement - Signature Page
PARENT STOCKHOLDER
/s/ Martin M. Koffel
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MARTIN M. KOFFEL
Voting Agreement - Signature Page
SCHEDULE I
PARENT STOCKHOLDER COMMON STOCK OF PARENT
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Martin M. Koffel 369,796
II-1.